UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                                CVR ENERGY, INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    12662P108
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2008
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 29



-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 200

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               31,433,360
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  200

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               31,433,360

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           31,433,560


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           36.5%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GOLDMAN, SACHS & CO.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               31,433,360
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               31,433,360

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           31,433,360


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           36.5%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                                Page 3 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          Coffeyville Acquisition II LLC

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               31,433,360
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               31,433,360

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           31,433,360


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           36.5 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 4 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Capital Partners V Institutional, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               5,620,242
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               5,620,242

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           5,620,242


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           6.5 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 5 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Advisors V, LLC

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               5,620,242
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               5,620,242

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           5,620,242


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           6.5 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 6 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Capital Partners V Fund, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               16,389,665
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               16,389,665

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           16,389,665


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           19.0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 7 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GSCP V Advisors, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               16,389,665
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               16,389,665

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           16,389,665


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           19.0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 8 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Capital Partners V GmbH & Co. KG

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Germany

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               649,793
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               649,793

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           649,793


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.8%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 9 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          Goldman, Sachs Capital Management GP GmbH

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Germany

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               649,793
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               649,793

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           649,793


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.8%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 10 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Capital Partners V Offshore Fund, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               8,466,218
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               8,466,218

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           8,466,218


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           9.8%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 11 of 29


-----------------------
  CUSIP No. 12662P108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GSCP V Offshore Advisors, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               8,466,218
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               8,466,218

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           8,466,218


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           9.8%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 12 of 29



Item 1(a).         Name of Issuer:
                   CVR ENERGY, INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   2277 Plaza Drive
                   Suite 500
                   Sugar Land, TX 77479

Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   GOLDMAN, SACHS & CO.
                   Coffeyville Acquisition II LLC
                   GS Capital Partners V Institutional, L.P.
                   GS Advisors V, LLC
                   GS Capital Partners V Fund, L.P.
                   GSCP V Advisors, L.L.C.
                   GS Capital Partners V GmbH & Co. KG
                   Goldman, Sachs Capital Management GP GmbH
                   GS Capital Partners V Offshore Fund, L.P.
                   GSCP V Offshore Advisors, L.L.C.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   The Goldman Sachs Group, Inc., Goldman, Sachs & Co.,
                   GS Capital Partners V Fund, L.P., GS Advisors V, L.L.C.,
                   GS Capital Partners V Institutional, L.P., GSCP V
                   Advisors, L.L.C., GSCP V Offshore Advisors, L.L.C.
                   85 Broad Street
                   New York, NY 10004

                   GS Capital Partners V Offshore Fund, L.P.
                   c/o M&C Corporate Services Ltd.,
                   P.O. Box 309, Grand Cayman, Cayman Islands

                   GS Capital Partners V GmbH & Co. KG
                   Goldman, Sachs Capital Management GP GmbH
                   MesseTurm, 60308 Frankfurt am Main, Germany

                   Coffeyville Acquisition II LLC
                   10 East Cambridge Circle Drive
                   Suite 250
                   Kansas City, KS 66103

Item 2(c).         Citizenship:

                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York
                   Coffeyville Acquisition II LLC - Delaware
                   GS Capital Partners V Institutional, L.P. - Delaware
                   GS Advisors V, LLC - Delaware
                   GS Capital Partners V Fund, L.P. - Delaware
                   GSCP V Advisors, L.L.C. - Delaware
                   GS Capital Partners V GmbH & Co. KG - Germany
                   Goldman, Sachs Capital Management GP GmbH - Germany
                   GS Capital Partners V Offshore Fund, L.P. - Cayman Islands
                   GSCP V Offshore Advisors, L.L.C. - Cayman Islands

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.01 par value

Item 2(e).         CUSIP Number:
                   12662P108

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).

          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[  ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[  ]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 13 of 30

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable


Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             See Exhibit (99.3)

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                             Not Applicable


--------------------------

   * In accordance  with the  Securities and Exchange  Commission  Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively,  the "Goldman Sachs
Reporting  Units") of The Goldman  Sachs Group,  Inc. and its  subsidiaries  and
affiliates  (collectively,  "GSG"). This filing does not reflect securities,  if
any,  beneficially  owned by any  operating  units  of GSG  whose  ownership  of
securities is  disaggregated  from that of the Goldman Sachs  Reporting Units in
accordance  with  the  Release.  The  Goldman  Sachs  Reporting  Units  disclaim
beneficial  ownership  of the  securities  beneficially  owned by (i) any client
accounts  with  respect  to which the  Goldman  Sachs  Reporting  Units or their
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities  of which  the  Goldman  Sachs  Reporting  Units act as the
general  partner,  managing  general  partner  or other  manager,  to the extent
interests  in such  entities  are held by persons  other than the Goldman  Sachs
Reporting Units.


                               Page 14 of 30


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 13, 2009

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             Coffeyville Acquisition II LLC

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Institutional, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Advisors V, LLC

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Fund, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GSCP V Advisors, L.L.C.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V GmbH & Co. KG

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             Goldman, Sachs Capital Management GP GmbH

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Offshore Fund, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GSCP V Offshore Advisors, L.L.C.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact



                               Page 15 of 30


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Item 8 Information
  99.4          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.5          Power of Attorney, relating to
                GOLDMAN, SACHS & CO.
  99.6          Power of Attorney relating to
                Coffeyville Acquisition II LLC
  99.7          Power of Attorney, relating to
                GS Capital Partners V Institutional, L.P
  99.8          Power of Attorney relating to
                GS Advisors V, LLC
  99.9          Power of Attorney, relating to
                GS Capital Partners V Fund, L.P.
  99.10         Power of Attorney, relating to
                GS CAPITAL PARTNERS V GmbH & CO. KG
  99.11         Power of Attorney relating to
                Goldman, Sachs Capital Management GP GmbH
  99.12         Power of Attorney, relating to
                GSCP V Advisors, L.L.C.
  99.13         Power of Attorney, relating to
                GS Capital Partners V Offshore Fund, L.P.
  99.14         Power of Attorney, relating to
                GSCP V Offshore Advisors, L.L.C.

                               Page 16 of 30


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $ 0.01 par value, of CVR ENERGY, INC.
and further agree to the filing of this agreement  as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 13, 2009

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             Coffeyville Acquisition II LLC

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Institutional, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Advisors V, LLC

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Fund, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GSCP V Advisors, L.L.C.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V GmbH & Co. KG

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             Goldman, Sachs Capital Management GP GmbH

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GS Capital Partners V Offshore Fund, L.P.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact

             GSCP V Offshore Advisors, L.L.C.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact


                               Page 17 of 30


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

  The  securities  being  reported on by the Goldman  Sachs Group,  Inc. ("GS
Group"),  as a parent holding company,  are owned by Coffeyville  Acquisition II
LLC, a Delaware limited liability company,  or are owned, or may be deemed to be
beneficially owned, by Goldman, Sachs & Co.("Goldman Sachs"), a broker or dealer
registered  under  Section 15 of the Act and an  investment  adviser  registered
under  Section 203 of the  Investment  Advisers Act of 1940.  Each of GS Capital
Partners V Fund,  L.P. and GS Capital  Partners V  Institutional,  L.P.,  each a
Delaware  limited  partnership,  GS Capital  Partners V Offshore  Fund,  L.P., a
Cayman Islands exempted limited partnership and GS Capital Partners V GmbH & Co.
KG, a German civil law partnership  with limitation of liability  (collectively,
the "GS Funds"), is a member of Coffeyville Acquisition II LLC. The GS Funds own
over  99% of the  interests  of  Coffeyville  Acquisition  II LLC.  The  general
partner,  managing general partner,  managing partner, managing member or member
of  each of the GS  Funds  is an  affiliate  of GS  Group.  Goldman  Sachs  is a
wholly-owned  subsidiary of GS Group. Goldman Sachs is the investment manager of
certain of the GS Funds.

                               Page 18 of 30



                            ITEM 8 INFORMATION

     Each of GS Capital  Partners V Fund,  L.P., GS Capital  Partners V Offshore
Fund, L.P., GS Capital Partners V Institutional, L.P., and GS Capital Partners V
GmbH & Co.  KG  (collectively,  the  "GS  Funds")  is a  member  of  Coffeyville
Acquisition  II LLC. The GS Funds own over 99% of the  interests of  Coffeyville
Acquisition II LLC. Coffeyville  Acquisition II LLC is a party to a Stockholders
Agreement,  dated as of October 16,  2007,  by and among CVR Energy,  Inc.  (the
"Company"), Coffeyville Acquisition II LLC and Coffeyville Acquisition LLC.

     The Stockholders Agreement provides that each of Coffeyville Acquisition II
LLC and Coffeyville Acquisition LLC have the right to appoint two members to the
Company's board of directors and requires the parties to vote their Common Stock
for  directors  that are  designated in  accordance  with the  provisions of the
Stockholders  Agreement.   The  Stockholders  Agreement  also  contains  certain
provisions relating to tag-along rights among the parties.  The aggregate number
of  shares  of Common  Stock  beneficially  owned  collectively  by  Coffeyville
Acquisition  II  LLC  and   Coffeyville   Acquisition  LLC  based  on  available
information is 62,866,720, which represents approximately 73% of the outstanding
Common Stock.  The share ownership  reported for Coffeyville  Acquisition II LLC
and the GS Funds does not include any shares  owned by the other  parties to the
Stockholders Agreement,  except to the extent already disclosed in this Schedule
13G.  Each  of  Coffeyville  Acquisition  II  LLC  and  the GS  Funds  disclaims
beneficial ownership of any shares of Common Stock owned by the other parties to
the  Stockholders  Agreement,  except to the extent  already  disclosed  in this
Schedule 13G.


                              Page 19 of 30



                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company") does hereby make,  constitute and appoint each of Catherine Wedgbury,
Ronald L.  Christopher  and Lauren LoFaro (and any other employee of The Goldman
Sachs Group,  Inc. or one of its affiliates  designated in writing by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 4, 2007.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Gregory K. Palm
____________________________
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel




                               Page 20 of 30



                                                                  EXHIBIT (99.5)


                                POWER OF ATTORNEY


     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company") does hereby make,  constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro,  (and any other employee of The Goldman
Sachs Group,  Inc. or one of its affiliates  designated in writing by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 4, 2007.


GOLDMAN, SACHS & CO.


By: /s/ Gregory K. Palm
__________________________
Name:  Gregory K. Palm
Title: Managing Director


                               Page 21 of 30




                                                                  EXHIBIT (99.6)
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that COFFEYVILLE ACQUISITION II LLC (the
"Company") does hereby make,  constitute and appoint each of Catherine  Wedgbury
and Ronald L.  Christopher  (and any other  employee of The Goldman Sachs Group,
Inc.  or  one  of  its   affiliates   designated   in  writing  by  one  of  the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 13, 2008.


COFFEYVILLE ACQUISITION II LLC



By:   /s/ David Thomas
----------------------------------
Name:  David Thomas
Title: Vice President


                                 Page 22 of 30



                                                                  Exhibit (99.7)

                                POWER OF ATTORNEY

     KNOW  ALL   PERSONS  BY  THESE   PRESENTS   that  GS  Capital   Partners  V
Institutional,  L.P. (the  "Company")  does hereby make,  constitute and appoint
each of Catherine  Wedgbury,  Ronald L.  Christopher  and Lauren LoFaro (and any
other  employee  of The  Goldman  Sachs  Group,  Inc.  or one of its  affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney-in-fact,  to execute and deliver in its name and on its
behalf  whether  the  Company is acting  individually  or as  representative  of
others,  any and all  filings  required  to be made  by the  Company  under  the
Securities  Exchange  Act of 1934,  (as  amended,  the "Act"),  with  respect to
securities which may be deemed to be beneficially owned by the Company under the
Act, giving and granting unto each said attorney-in-fact  power and authority to
act in the  premises  as fully and to all  intents  and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GS Capital Partners V Institutional, L.P.


By: /s/ Adrian M. Jones
------------------------------
Name:   Adrian M. Jones
Title:  Managing Director

                                 Page 23 of 30




                                                                  Exhibit (99.8)

                               POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY THESE  PRESENTS  that GS  ADVISORS  V,  L.L.C.  (the
"Company") does hereby make,  constitute and appoint each of Catherine  Wedgbury
and Ronald L.  Christopher  (and any other  employee of The Goldman Sachs Group,
Inc.  or  one  of  its   affiliates   designated   in  writing  by  one  of  the
attorneys-in-fact),  acting individually,  its true and lawful attorney-in-fact,
to execute  and  deliver in its name and on its behalf  whether  the  Company is
acting individually or as representative of others, any and all filings required
to be made by the  Company  under  the  Securities  Exchange  Act of  1934,  (as
amended,  the  "Act"),  with  respect  to  securities  which may be deemed to be
beneficially  owned by the Company under the Act,  giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally  present
by one of its authorized  signatories,  hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group,  Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of  February 13, 2008.


GS  ADVISORS  V,  L.L.C.


By:  /s/  Adrian M. Jones
------------------------------
Name:   Adrian M. Jones
Title:  Managing Director


                              Page 24 of 30


                                                                  Exhibit (99.9)


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that GS Capital  Partners V Fund,  L.P.
(the  "Company")  does hereby  make,  constitute  and appoint  each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of  the   attorneys-in-fact),   acting   individually,   its  true  and   lawful
attorney-in-fact,  to execute and deliver in its name and on its behalf  whether
the Company is acting  individually or as representative of others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GS Capital Partners V Fund, L.P.


By:     /s/ Adrian M. Jones
------------------------------
Name:   Adrian M. Jones
Title:  Managing Director


                                 Page 25 of 30






                                                                 Exhibit (99.10)

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS  that GSCP V  ADVISORS,  L.L.C.  (the
"Company") does hereby make,  constitute and appoint each of Catherine Wedgbury,
Ronald L.  Christopher  and Lauren LoFaro (and any other employee of The Goldman
Sachs Group,  Inc. or one of its affiliates  designated in writing by one of the
attorneys-in-fact),  acting individually,  its true and lawful attorney-in-fact,
to execute  and  deliver in its name and on its behalf  whether  the  Company is
acting individually or as representative of others, any and all filings required
to be made by the  Company  under  the  Securities  Exchange  Act of  1934,  (as
amended,  the  "Act"),  with  respect  to  securities  which may be deemed to be
beneficially  owned by the Company under the Act,  giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally  present
by one of its authorized  signatories,  hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GSCP V ADVISORS, L.L.C.


By: /s/ Adrian M. Jones
------------------------------
Name:   Adrian M. Jones
Title:  Managing Director


                                 Page 26 of 30



                                                                 Exhibit (99.11)

                                POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG
(the  "Company")  does hereby  make,  constitute  and appoint  each of Ronald L.
Christopher  and  Lauren  LoFaro,  acting  individually,  its  true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, as amended,  giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company  might  or  could  do if  personally  present  by one of its  authorized
signatories,  hereby  ratifying and  confirming  all that said  attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GS CAPITAL PARTNERS V GmbH & CO. KG

By:  Goldman Sachs Management GP GmbH


     /s/ John E. Bowman
By: ----------------------------------------------------
         JOHN E. BOWMAN, Managing Director


                                 Page 27 of 30



                                                                 Exhibit (99.12)

                               POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN,  SACHS  MANAGEMENT GP GMBH
(the  "Company")  does hereby  make,  constitute  and appoint  each of Catherine
Wedgbury and Ronald L. Christopher, (and any other employee of The Goldman Sachs
Group,  Inc.  or one of  its  affiliates  designated  in  writing  by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 12, 2008.


GOLDMAN,  SACHS  MANAGEMENT GP GMBH

By:/s/ John E. Bowman
---------------------------
Name:   John E. Bowman
Title:  Managing Director

                                 Page 28 of 30

 




                                                                 Exhibit (99.13)


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS  that GS  CAPTIAL  PARTNERS V OFFSHORE
FUND,  L.P.(the  "Company")  does hereby  make,  constitute  and appoint each of
Catherine  Wedgbury,  Ronald L.  Christopher  and Lauren  LoFaro  (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing  by one of the  attorneys-in-fact),  acting  individually,  its true and
lawful  attorney-in-fact,  to execute  and deliver in its name and on its behalf
whether the Company is acting  individually or as representative of others,  any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended,  the "Act"),  with respect to securities  which may be
deemed  to be  beneficially  owned by the  Company  under  the Act,  giving  and
granting  unto each said  attorney-in-fact  power  and  authority  to act in the
premises as fully and to all intents and purposes as the Company  might or could
do if personally present by one of its authorized signatories,  hereby ratifying
and confirming all that said  attorney-in-fact  shall lawfully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.


By: /s/ Adrian M. Jones
-----------------------------
Name:   Adrian M. Jones
Title:  Managing Director


                                 Page 29 of 30



                                                                 Exhibit (99.14)

                                POWER OF ATTORNEY


     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GSCP  V  OFFSHORE  ADVISORS,
L.L.C.(the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of  the   attorneys-in-fact),   acting   individually,   its  true  and   lawful
attorney-in-fact,  to execute and deliver in its name and on its behalf  whether
the Company is acting  individually or as representative of others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of February 8, 2008.


GSCP V OFFSHORE ADVISORS, L.L.C.


By: /s/ Adrian M. Jones
-----------------------------
Name:   Adrian M. Jones
Title:  Managing Director

                                 Page 30 of 30